iHave Fun With Seddie
by seddie4thewin
Summary: Carly has a bad date, the latest in a line of many. Sam gets an idea how she and Freddie can take Carly's mind off her troubles. WARNING: Mature subject matter, don't read if you aren't into adult themes.


**You could call this an AU fanfic. In this universe, Sam & Freddie never broke up and Carly never left for Italy. This takes place during summer break when the gang are in college. **

**Just so everyone is warned: It starts off mild but there's big time smut Ahead! Mature readers only!**

Shay's apartment-Friday 7pm

Sam is sitting on Spencer's couch, polishing off a bucket of fried chicken while waiting for Freddie to get home from his summer job. Spencer and Carly are both out on dates and Sam has 'let herself in' rather than hang out at home or at Freddie's. Even though she and Marissa are on speaking terms, she'd rather not spend any more time around her boyfriend's looney mom than absolutely necessary.

Carly comes in and slams the door shut, throwing her back again it and sighing loudly.

"Mufft's wong, Krls?" Sam says with a mouth full of meat, looking at her brunette friend.

Carly walks over to the couch, kicking off her heels on the way and flops down beside Sam. "Nothing, Sam. Oh, wait, I almost forgot, I haven't been on a decent date in six months and I'm going to die alone in a crummy one room apartment surrounded by dozens of cats having never been loved."

"Meh, you're just having a dry spell." Sam says with a shrug and keeps gnawing on a thigh bone .

"Dry spell my ass!" Carly says and quickly clamps a hand over her mouth. "I haven't even met a decent guy since high school and the last two dates have been total disasters. Tonight, this guy, Darren, he tried to feel me up."

"So, I showed you what to do if a guy grabs your boob, just grab his hand and turn it . . ."

"We were in line at the restaurant. And it was our first date. I mean, what kind of douche bag does that?"

Sam put her arm around Carly for comfort. "You'll find the right guy, Carly. You just have to keep trying."

"I just want to find a nice guy, Sam. He doesn't have to be perfect, I just want to have someone to hold hands with, someone to confide in, someone to me kiss tenderly and snuggle on the couch with while watching a movie. Basically, I want the kind of relationship you and Freddie have."

"I'm sorry, Carls. It must be hard to see Freddie and I together all the time and not have anybody." Sam plopped her empty bucket on the coffee table.

"It's not your fault, Sam. I just attract the wrong kind of boys." Carly said with a huff before saying quietly. "But as bad as I want a nice boyfriend, I just need laid, bad."

"What did you say?" Sam raises an eyebrow, not even sure if she heard her friend correctly.

"Look, Sam. I know you and Freddie are um, how can I say, uh, sexually active."

"Duh! We've been together for over three years. We screw like rabbits. Speaking of which, Crazy's on night shift this week." Sam rubbed her hands together in anticipation of a long evening of sex with Freddie.

"Saa-aam!"

"OK, so maybe it's not like that, but yeah, we do it pretty often. I can't help it, that boy is a magician with his tongue."

"Saaa-aaam!"

"What? It's the truth. He can get me off in like five minutes flat. Less if I get all riled up making out with him first. And that boy has got a . . . " Sam was cut off by her friends huff.

"Hmmph. You're getting all this action and here I am all flustered waiting for my first time."

"Oh, come on, you mean." Sam looked at Carly who was almost on the verge of tears. "Oh my God, Carly are you still-are you a virgin?"

Carly looked at Sam with shame and lowered her head.

"It's nothing to be ashamed of, Carls. Hell, if it wasn't for Frednub, I'd probably still be a virgin, too."

"Wait. You mean Freddie was your first." Carly said before realizing that it sounded like she was accusing Sam of being a slut.

"Well, what do you think, I'm some kind of skank, who else would I have done it with?"

"He's not the only guy you ever dated." Carly defended herself, trying to dig herself out of the hole which was getting progressively deeper.

"But I was never serious about anybody else. And Freddie and I have been together since before eleventh grade." Sam crossed her arms and looked very dour. Carly could tell she had most definitely rubbed her friend the wrong way.

Sam was always extremely defensive of her reputation because her mom was known for being a total whore and Sam wanted to be completely different than her mom in every way. Not long before high school graduation, Sam almost put a girl in the hospital because she accused the blonde of being a slut when she caught her and Freddie sneaking off to the janitor's closet to make out during study hall period. If it weren't for a close relationship with Principal Franklin, Sam would have probably been suspended or even expelled for that one.

"I'm sorry Sam. I didn't mean anything by it. I just can't picture Freddie being someone's first time." Carly was finally able to diffuse the situation by making fun of Freddie, one of Sam's favorite past times.

"You got a point, me neither." Sam shrugged. "Hell, I probably wouldn't believe it if I wasn't there myself."

The girls shared a laugh before Sam got back on track. "So. You're serious, aren't you. You've really never had sex?"

"What kind of slut do you think I am?" Carly repeated Sam's sentiment with a chuckle. "Besides, I've never had a boyfriend for more than three weeks."

"But you told me about giving that Jeremy dude that took you to senior prom a blow job."

"And that's all we did." Carly frowned. "We fooled around a couple of times and he fingered me once, but that's the only part of him that he put inside me."

"God, that was a like a year and a half ago. No wonder you're acting all fidgety. You _do_ need laid." Sam replied before thinking to herself, 'Why the hell doesn't she just get a vibrator like a normal girl?'

At that moment, Freddie came through the door wearing his black Pear Store polo and khakis and Sam jumped up to give him a kiss. She loved the sight of him in his work uniform because the sleeves were just short enough to show off his arm muscles and the pants made his butt look nice and tight.

"Hmmph!" Carly sneered, and mumbled "Must be nice" under her breath.

As the two lovebirds took a seat on the couch, nearly pushing Carly off the end so they could sit together. The brunette got up and went to the kitchen. "Anything to drink?"

"Sure Carls, I'll take a soda." Freddie replied. "Thanks."

"I'm good." Sam said, taking a sip of her ulta-mega-super sized milkshake which she had sitting on the coffee table beside her empty chicken bucket.

"So what do you want to do tonight, Sammy? Mom should be leaving for work in about an hour. And she's working a double, won't be home till noon tomorrow." Freddie told her suggestively with an eyebrow wiggle.

"Tell you what, Fredlove, how's about I slip by later and we have a sleepover? I think I need to spend some girl time with Carly right now. She had a bad date and needs to unwind." Sam said quietly just as Carly was coming toward them to hand Freddie his bottle of soda.

"So what are you two being all hushy about. Planning your next make out session?" Carly asked and sat down beside Sam.

"I was just telling Freddie that you and I need to have some old fashioned girl time. You know, watch a couple of movies, gossip and that chiz. No boys allowed."

"Yay!" Carly exclaimed, excited. "No offense, Freddie."

"Um, none taken, I guess. But can I have just fifteen minutes with my girlfriend before you steal her away for the evening?" Freddie asked with a frown, taking Sam's hand.

"Five." Carly countered, already contemplating how she'd get Sam to watch some touchy-feely chick flick instead of a zombie hunt or sniper movie.

"Ten." Sam replied, she couldn't get her 'Freddie lip action' fix in just five minutes.

"Deal." The other two said in unison.

Carly headed up to her room to change into some more comfortable clothes and Sam and Freddie set about to kissing and fondling on the couch.

"I'll be over about midnight. You'd better be ready." Sam smirked to her boyfriend as Carly was coming down the stairs ten minutes later, dressed in a pair of silky shorts and a penny tee, clearly ready for an evening of girl time with her BFF.

"He'll be waiting for you with bells on. See ya later, Freddie." Carly was impatient and already escorting Freddie to the door.

"Um, OK, see you girls later. Love ya, Sammy." Freddie said as Carly was shoving him through the open doorway.

"Love ya too, Fredbuns." Sam replied, but he didn't hear her as the door was already shut in his face.

"So what do you want to do first? I just got the new Moonlight Episode 8 director's cut DVD." Carly suggested, holding it up.

Sam rolled her eyes. Werewolf movies, good. vampire movies, even better, witch movies, usually OK, but the three combined with a crappy, thin, poorly conceived love story plot, sucked big time in Sam's book. She'd rather watch Galaxy Wars for the hundredth time with her boyfriend, at least she could distract herself from that movie by making out with him.

"Heard any good gossip?" Sam tried to change the subject as she quickly flipped channels, trying desperately to find something to interest them both on cable rather than watch Carly's DVD.

"Wellll, not first hand, but I saw on Wendy's splashface page that she has a new boyfriend. Some football player from UCLA or something, he looks like a hunk."

"Eh, that's old news, she's been hooking up with him off and on since spring break." Sam replied dryly. "If you ask me, he's a douche anyway, like most jocks."

"Gibby's mom got engaged." Carly suggested.

"Yeah, Freddie told me yesterday. I guess Gibby's pissed, too, Freddie says he can't stand the dude and he's only with her for her money." Again Sam beat Carly to the punch.

"Gibby's mom has money?"

"Remember, she won the lottery the other year?"

"Oh, that's right."

The two girls sat in silence for a couple of minutes before Carly again waved the DVD towards Sam. Thinking that "girl time" was a perpetually bad idea, Sam gave in and agreed to watch it.

"Um, go ahead and start the movie, I need some popcorn." Sam said before heading to the kitchen while thinking to herself. 'God, I could be making out with Freddie right now or maybe even getting . . ."

"Sam, you said that out loud!" Carly snipped from the living room.

"Oh, sorry Carls, just missing Freddie that's all." The blonde tried to pass it off as she ripped into a box of popcorn packets.

"Oh, please! He just had his tongue in your mouth ten minutes ago."

"Yeah and his finger was in my kooch, too." Sam smirked.

"Saa-aam! Eeewwwww! On my couch!" Carly jumped up like the sofa was covered in snot oozing bugs.

"I'm not wearing this skirt for my health, Shay. Makes accessing the goodies a little easier." Sam defended, starting the microwave and flipping the back of it up, revealing she had no panties on, effectively mooning Carly.

"Saa-aam, where are your underwear?"

"I took 'em off and shoved 'em down Freddie's pants when we were making out. Didn't you notice the bulge?"

"First off, I don't make a habit out of checking out your boyfriend's package and second, you guys were making out for like, ten minutes. He would have had a reason for a bulge."

"Yeahhh, making out always gives him instant wood." Sam snickered with pride. "Especially when he's knuckles deep in my wet pussy."

"You guys are either totally gross or so fuckin' hot it's not funny. Sad part is, I can't tell which." Carly giggled.

"Language, Miss Shay." Sam tried to sound prissy with a fake posh accent, tearing open the bag of hot popcorn.

"Oh, please, I've heard you and Freddie _literally_ fucking, if I can't say the word, it's a sad day."

"Wait, you've heard us?" Sam was sure they weren't _that_ loud.

"Yes! You can be quite boisterous by times, my friend."

"Well, yeah, like I said, the boy's a genius with his tongue." Sam said with a bit of a blush.

"I don't think it was his tongue you were referring to the night before last when you said, and I quote, 'Deeper, baby, yes, oh God, right there, that's it, that's it, right there, oh God I'm cumming, I'm cumming, oh God, Freddddiiiieeee! Eeeeeee!' " Carly mocked Sam from the couch, throwing herself again the back of it in fake rapture.

Sam turned three shades of red. "Um, yeah, I guess we got a little carried away. I had just finished my period, so we had a few days that we didn't . . ." The blonde was cut off by her friend.

"Spencer is scarred for life, just so you know." Carly said with a chuckle and a smirk.

"He heard us, too?" Sam worried.

"Sam, Stevie Wonder could have heard you."

"Um, Carls, I'm pretty sure he's blind, not deaf."

"What! Ever! Just try to keep it down or at least, like, text me or something, so I can turn up the TV _really loud._ "

"Yeah, that would be a real turn on. Wait, Freddie, before you screw me silly, I need to send my best friend a text so she can cover her virginal ears." Sam smirked. "That's not happening."

"Well, I've gotta admit, it was kind of hot." Carly confessed quietly.

"What did you say?" Sam raised an eyebrow and plopped down on the sofa with her popcorn.

"It was hot, alright. Listening to you two go at it. Man, it's terrible to get all worked up when your brother is in the room, too."

"Wait, you mean, hearing Freddie and I fuck got you all flustered?"

"Yes, and it's not the first time I've heard you guys, either. And I wouldn't say flustered, I'd say just plain old horny."

"Caa-rrls." Sam mocked surprise at her friend's confession. "Seriously, though, sorry about that, I guess we'll have to try to keep it down or the other neighbors might hear, too. Hey, I wonder if that's why old lady Jenkins from 8F looked at me funny in the elevator a while ago. I thought she just farted or something and tried to hold my breath till the doors opened."

"No, Sam, safe bet she heard you along with half the other people in the building. But it was seriously hot. I had to find an excuse to go to my room, if you know what I mean." Carly confessed.

Sam gasped. "Why, Carly Shay, are you trying to say you rubbed off a selfie?"

"Sort of couldn't help myself." Carly blushed. "And it wasn't just one."

"Yeah, one's never enough for me, either. Like the other week when I stayed at Freddie's when his mom was in Phoenix. I swear I must have had like six orgasms. I mean, we did it forever and then even after he fell asleep, I just couldn't help myself, I had to have a couple more."

"Sam Puckett are you trying to say you gave yourself a selfie after doing it with your boyfriend?" Carly mocked her friend again.

"Not the first time, Carls, it's why I have a vibrator." The two girls' evening had quickly turned from watching a chick flick to a night of sexual confessions. Carly got up and headed to the kitchen for a drink.

By the time Carly returned, not a minute later, Sam was sending a text. "God, Puckett, if you're going to spend the whole night sexting with Freddie, why don't you just forget me and go over there?"

"Um, Carls, this is your phone." Sam waved the pink sparkly phone toward her friend's face. "Spencer sent you a text, he's spending the night at Monica's, he says to not wait up. I was just replying for you."

"Oh, um, sorry. Thanks."

"So when did you first do it?" Carly asked, getting back to the 'girl talk'.

"We did it in Freddie's room, it was right after summer break started between junior and senior years. Let me tell you, that was probably the first time Galaxy Wars sheets saw so much action."

"No, not with Freddie, but thanks for the image of doing it on his Galaxy Wars sheets." Carly sneered. "I meant when was the first time you, um-masturbated?"

"I think I was twelve. I don't even know why I did it, I just know it felt so damn good. How about you, when was your first solo flight?"

"Remember after seventh grade when we went on that camping trip out to Lake Teenykhakha? It was the first time I slept in a tent, in a sleeping bag and I don't know why, but I couldn't sleep. Anyway, my hands wandered between my legs and next thing I knew I was rubbing myself."

"Is that the trip you and me and Freddie and Gibby and Spencer all went on together hunting beavcoons?"

"Yeah."

"Wait, you and I were sharing a tent, weren't we? You mean you were laying next to me in a sleeping bag and masturbating?"

"Sorry." Carly blushed. "Guess that's kind of weird, isn't it?"

"Carls, It was years ago. But you should have woke me and we could have raced." Sam gave her a smirk and a nudge to the ribs.

"That was before we went through our little experimentation phase." Carly remarked. "You know, to this day, you're the only person I've came in front of."

"Really? What about Jeremy? I thought he fingered you."

"Meh, he had his fingers in me but it certainly didn't make me cum. In fact, it was sort of the opposite of a turn on the way he went at it. It was like he was giving me some kind of awkward gyno exam. Of course, it was pretty hard to be excited considering what he did in my mouth." Carly cringed at the thought.

"Cum's not that bad, Carls. I don't make a habit out if it, but Freddie's popped in my mouth a couple of times and I really don't hate it. It's a bit snotty, you just have to get past the consistency. It really doesn't have a bad taste, especially if he's been drinking pineapple juice."

"Yeah, well, I'm sure Freddie's gentleman enough to warn you. When I sucked Jeremy, it was kind of a surprise. Man, it's a wonder I didn't puke all over his bed, but I did spit it out on him."

The girls shared a laugh, but both of them were getting a little aroused with the current conversation. Sam spoke first. "You know, what we did back then, it was kind of fun."

"What do you mean, when we used to play around and touch each other?"

"Yeah, I mean, I'm far from gay, but it was fun. And I hope you don't hate me for saying this, but it kind of turns me on to think I'm the only person that's ever seen your cum face." Sam smiled and tried to imitate her friend's expression of ecstasy .

Carly giggled. "You know, Sam, if it weren't for you and Freddie getting together, I wonder if we would still be doing stuff like that?"

"It's not his fault we stopped." Sam frowned.

"No, but after you guys got together, we just sort of stopped, you know, playing around."

"Had nothing to do with Freddie, Carls. Him and I never did anything beyond light petting back when we were first together anyway."

"But it would have just been too weird, facing him, knowing I'd done more with his girlfriend than he did."

"I guess you're right, but we could have had a three way." Sam said, half joking, half serious.

"Saa-aam!" Carly was shocked. "Would you seriously have done that."

"Hey, why not. As long as there was no feelings or emotions or any of that kind of chiz between you and Freddie, I don't see what it would have hurt."

"Are you serious, you would have let me fool around with your boyfriend?"

"Like I said, as long as it was just for fun and he was still my boyfriend at the end of the day, sure."

Both girls looked at each other. Carly wasn't sure if Sam was really serious or just playing with her mind. One thing was certain, Carly's hormones were starting to get the better of her. "But I guess now that you two are so serious about things, you're glad we didn't." The brunette reasoned.

Unknown to Carly, Sam was getting completely worked up at the thought of a three-way with her man and her best friend. "Actually, I'd still be up for it as long as you two could do it without letting your feelings get in the way."

"You mean, you'd be alright with it, right now?" Carly raised an eyebrow, still unsure if Sam was pranking her.

"Sure. Why not?" Sam replied and took the phone out of her pocket. She quickly sent Freddie a text. Within a few seconds he responded. "He'll be here in five minutes. If you're serious about this, go upstairs, get yourself ready and I'll bring him up."

Now Carly was totally convinced that Sam was just messing with her. She decided to call Sam's bluff and stood up and went toward the steps. "You'd better not be playing with me, Sam." Worst case scenario, she'd end up masturbating, but she was probably going to do that anyway. Best case scenario, Sam and Freddie would join her.

"We'll have to see who plays with who." Sam smirked as Carly went up the stairs.

Carly was no sooner out of sight, when Freddie came into the apartment. Sam greeted him was a not-so-subtle kiss and a grab to his crotch. After a few minutes of kissing and groping each other, she spoke again. "Freddie, Carly and I have something we'd like to ask you."

'Oh, man. This should be good.' Freddie thought to himself. 'The way she's acting, it should be a doozey.' He knew when Sam wanted something truly outrageous, she's always approach him this way.

"So, do you want to know?" She asked after a few seconds when failed to respond.

Freddie reluctantly nodded, one hand still on Sam's bare ass, under her skirt.

"I need you to promise me you won't get all weirded out first." She told him.

Again he nodded, though more hesitantly this time.

"Carly and I were talking and we, um, we want to have a three way." Sam said quietly. "With you."

Freddie's eyes tore open and he was sure his girlfriend was punking him. "Wh-what?" He stuttered.

"I said we want to have a three way, you know, make you the meat in a Sam and Carly sandwich."

Freddie, like Carly, thought she was toying with him, but decided to call her bluff anyway. "Um, oh-kaaay." He replied, like he had just heard that the moon was really made of cheese.

"Freddie I'm serious, Carly and I want to have a three way. With you. She's up in her bedroom getting ready right now. Are you in or not?"

"Right now?" He gasped. This evening had taken a way different turn in a matter of a few minutes. He went from sitting alone in his room, reading fanfics online to being propositioned into a three way with his girlfriend and their collective best friend.

"Hell yeah." Sam kissed him. "But you need to promise me it's just for fun, no emotions or any chiz like that. When it's all over, you're still my boyfriend and Carly and us are all best friends, nothing's gonna get weird."

"Friends with benefits?" he asked with a smirk and received a swift slap to the back of the head.

"Oh, and the only rule. You can't kiss her. Play with her boobs, finger her, eat her pussy, hell, fuck her for all that matters, but absolutely NO kissing her, got it?"

"Alright." He agreed, still thinking he was going to be the victim of a sick joke.

"And one more thing." The blonde informed him as she pulled him toward the stairs. "She's still a virgin, so if she wants to screw, you need to be gentle with her. With what you're packing, you can't pound on her like you do me or you'll tear her in half. Or at least make her scared of dicks forever."

Freddie gasped and stopped in his tracks. "Oh come on, now I know you're playing with me, you really expect me to believe that Carly Shay is a virgin? I know for a fact that Jeremy nailed her after prom. He bragged about it to everybody at school."

"Nope, BJ only." Sam smirked. "And some very awkward finger action." She demonstrated contorting her fingers like an arthritic chimp doing sign language.

The two went up the stairs and Sam slowly pushed Carly's door open to find Carly standing in front of her mirror, brushing her hair, wearing a silky purple camisole and matching thong.

"Whoa, looking good, Carls." Sam remarked, looking at the brunette's adorable ass. Carly turned around and quickly tried to cover herself at the presence of her best friend's boyfriend.

"Hey, Freddie." Carly blushed, holding a pillow in front of her body.

"Hi, Carls." He replied quietly. He wanted to say something about her outfit, but didn't.

"Why are you trying to cover yourself? We're all gonna be naked in a little while." Sam looked at her. "Carly, I was just telling Freddie about your condition."

"Saa-aam." Carly whined and put her hands on her hips.

"And I also told him, the only rule, no kissing between you two, alright?"

"Okay, but why'd you have to tell him that I'm a virgin."

"Hey, if this thing goes the way I figure it will, he'll find out sooner or later." Sam replied as she peeled off her shirt and turned to Freddie. "C'mon, Fredbuns, time to get this show started." She started to work at the button of his jeans.

In a matter of minutes, Freddie was in his boxers and Sam was naked from the waist up, her short skirt riding up exposing her cute little bottom. She kissed Freddie roughly and Carly could notice his manhood twitch through his underwear from the kissing. He was quite a bit bigger than she expected him to be and she was shocked at how easily he got turned on.

"Here, Carly, come check this out." Sam grabbed Freddie's dick and gave it a squeeze. His reply was to let out a soft groan.

Carly came close and very hesitantly touched it. "Wow, it's really hard."

"Yeah, a few kisses and he's ready to rock and roll." Sam smirked and dropped to her knees in front of him, pulling his boxers down to his ankles. "Wait till you see what this does for him." Sam wrapped her lips around the head of his cock and began to take it in her mouth.

After a minute or so, Carly began to sub-consciously touch herself. Sam could see her out of the corner of her eye. "Here, give it a try." She ordered, pushing him back to Carly's bed and forcing him to lie down.

Carly licked her lips and began to rub his dick with her left hand. She started off licking his head and soon had him deep in her mouth. Meanwhile, Sam had positioned herself over him, so her gorgeous tits were right in his face. Freddie wasted no time in sucking and nibbling at them. He was s boob man, no doubt, and hers were absolutely perfect.

"You'd better slow down, there Carls." Sam informed her friend. "You don't have to be in such a hurry to get it over with, it's not prom night."

The brunette stopped for a minute to remove her top, exposing her cute, perky titties. Sam reached out a hand and began to squeeze at them, something she hadn't done in years. Soon Freddie's hand joined hers and he now had a tit in each hand. Sam's in one and Carly's in the other.

The combination of booby play and sucking a dick had Carly aroused and she slipped a hand toward her lower regions again. Sam noticed and suggested Carly lay back on the bed. Soon, the blonde was helping relieve Carly of her underwear and Freddie was now very gently licking at Carly's left nipple, which was so hard it almost hurt. He watched as his girlfriend exposed her friend's pussy, which was shaved bare, except for a thin strip of hair, running straight up from her clit toward her belly button.

Before he or Carly knew what was happening, Sam lowered her face to Carly's pussy and began to kiss and lick at the folds. Carly gasped as the feeling, having never been licked there before. Even though the blonde had never licked a girl's pussy before, it only took a matter of minutes before Carly was breathing heavily and mewing softly. "Your turn." Sam suddenly stopped and looked at Freddie.

"Huh?" He couldn't believe what his girlfriend was suggesting.

"C'mon, I've told her how good you are at eating pussy, prove your Sammy right." Sam said in his ear as she kissed his neck.

Freddie lowered his face to Carly's center and began his routine. As he always did with Sam, he began by lightly kissing her clit and then moved on to lick at her wet pussy lips. As she became more excited, he used his fingers to part the folds and expose her hard, little bud, which he soon set about to kissing and then sucking on like he was giving her a miniature blow job.

When her hips began to move, he moved his fingers, which were separating the lips to her opening and slowly pressed one into her and began to search for the spot which he knew would send her over the edge. An additional finger inside and no more than two minutes later, Carly's thighs's tightened around his head and the brown haired girl left out a squeal like she had never before followed by over a minute of heavy panting and quivering.

"Whoa, Carls. That was some orgasm." Sam smirked as Carly tried to regain her breath. The blonde then pushed Freddie onto his back. "You need a reward for that, mister." She took him deep in her mouth and fondled his balls, an action which she knew would send him over the edge. Carly had shifted herself around to get a close up view of the action, one hand sneaking toward Sam's crotch the other on her own.

"Sam, wait, don-, oh, not yet, oh, it's gonna - go, Nggghhh." Freddie soon shot a load into his girlfriend's mouth. Sam didn't even react to what happened. What Sam did next was completely unexpected, but made him instantly hard again. She grabbed Carly's face and began to French kiss her friend, forcing some of his cum into her BFF's mouth. Sam half expected Carly to gag or pull away but she didn't, all she did was kiss the blonde deeper and grope at her ass.

"Guess you like the taste of Fred-spooge, huh?" Sam smirked.

"It's not too bad, kind of sweet." Carly remarked, now wiping hat her mouth with the back of her hand.

"Told you."

Sam was the only one who hadn't came yet and Freddie took control of her, something which turned her on immensely. He laid her on her back and lowered his face to her core and began to tease and play with her intimate areas with his tongue and lips, just as he did Carly. Not knowing what else to do, the brunette hesitantly put a hand on Sam's left breast and started to rub her thumb over the ever hardening nipple. Soon she gave it a light kiss and finally took it in her mouth for a nice suckle.

Sam had enough pussy licking and was more than ready for something inside her. She took Freddie's head in her hands, forcing him to look at her face. "I'm ready." She purred. Freddie attempted to resume his previous activity, but she again made him look up. "Now, Freddie. Fuck me! Hard!" She ordered.

Freddie moved so that his body was between her legs and with one swift motion entered her perfectly shaved mound. Sam hissed in pleasure just as Carly went from nibbling on her tit to position her pussy over Sam's face.

He took a free hand to touch Carly's breast and began plowing into his girlfriend nice and hard as she had ordered. Sam's hand reached toward her clit, her typical final move to get off fast, but it was blocked by her BFF who started to rub at the blonde's hard little bundle of nerves. It took her a few seconds to find the exact right spot, but only a few more seconds for Sam to cum so hard she nearly pushed poor Freddie out. After a few deep breaths, the two girls snuggled up to each other and caressed each other's bodies as Freddie continued to methodically move in and out of Sam's tight vagina. He knew he needed to take it easy on her immediately after her orgasm due to the sensitivity of her girl parts and was going nice and slow.

"Do-uh, you think I could, m-maybe try?" Carly asked Sam.

"You sure, Carls?" Sam asked and Carly just nodded. "Freddie?" She asked him. He responded in kind. "Take it easy on her, Fredlove, she's not used to it like I am."

The young man removed himself from his girlfriend and Carly shifted around so she was now on her back, legs apart as Sam touched her nether regions. "Freddie, wait. Do you have any-um . . .?"

Freddie knew what she was asking and he was ill prepared. Sam had been on birth control since they started dating at her mother's insistence. Pam Puckett may be in the running for worlds worst mother, but even she was responsible enough to make sure that her teenage daughter didn't end up a statistic. Her exact words were, 'don't fuck up your life like I did, kid.'

"Maybe Spencer has some?" Sam suggested. "I'm on the pill, so we don't really need to keep stuff like that on hand."

Carly got up and covered herself with a robe and headed out of the room. In less than a minute she returned with a box of condoms and a look of pure horror on her face. "If I weren't so damn horny I'm ready to bust, I'd be scarred for life at what I just saw in his night stand. I really don't even know where to begin."

Freddie opened the box. "Flavored?" He asked.

"That's far from the worst part." Carly cringed and laid back down on the bed. The two girls again begun to caress each other's bodies. Freddie was soon dressed and ready for action and positioned himself between Carly's legs. He held her thighs apart with his own and rubbed his throbbing hard cock over her folds and bounced it off her clit a few times before sliding it toward her opening.

"Last chance, Carls." Sam offered as she tickled her fingers over her friend's belly, dipping to her center and running then up to her pert, little nipples. "You only get one first time."

Carly simply nodded at Freddie and he began to push his way inside. Slowly, a centimeter at a time, he forced himself into her as deep as he could go without causing her pain. Carly shifted her hips and she immediately felt the boy's rock hard penis tear through her innocence. Her eyes watering from the intense burning of her torn hymen made Freddie stop and Sam rubbed the tears from Carly's eyes.

"Do you want to stop?" He asked, concerned that he had hurt her. Sam had told him it hurt when they first did it, and he knew Carly had a much lower threshold for pain than his girlfriend did. The last thing he wanted to do was cause his friend discomfort.

"I'll be alright." Carly responded. After a few moments, the boy moved a bit and made her gasp again, this time not in pain, but in pleasure. As he moved a little faster and push a little more forcefully, Carly's soft moans turned to heavy panting.

"How ya doin', Carls?" Sam asked quietly into her friend's ear. Carly simply voiced a low mmmmm and the blonde knew exactly what she was feeling, pure euphoria.

Freddie pulled out of Carly and all but forcefully flipped her over, pulled her up on her hands and knees and re-entered her from behind, now reaching new depths inside her. This new position made her gasp and moan in a whole new way. He made eye contact with Sam, who always loved it when he took control of her. She seemed to know what was on his mind and slid herself around so that her pussy was right in front of her best friend's face.

"Why don't you give it a taste?" He suggested and watched as she very carefully extended her tongue and lapped at his girlfriend's dripping wet pussy. Like Sam, Carly had never eaten pussy before but she was a natural at it. She would have surely made Sam cum if she didn't have to stop licking every few seconds as her vagina was impaled by an eight plus inch, throbbing hard dick.

As Sam was being eaten by her brunette friend, Carly was drawing closer and closer to cumming. She took a break from the pussy pleasing and lowered her head as Freddie moved in and out of her harder and harder. Her response was to moan and pant as he plowed into her body.

After several minutes, Carly's soft hums and deep breathing turned to full on panting and sighs of pleasure before the tremors of another orgasm overtook her. When he felt she couldn't take any more, Freddie withdrew and turned his attention to his girlfriend, who was aching for some more action on her neglected nether regions. He pulled her closer, stripped off the condom and entered her smooth shaved and well saturated slit. Sam's hand instinctively went to her clit and she rubbed hard to finish herself off.

Just as Sam was at her breaking point, Freddie reached his and he pulled out of her, crawled over top of her body and shot his load all over her beautiful, perky, C-cups. The boy soon collapsed beside his girlfriend and the two were joined by Carly, who was watching their action from the far end of the bed. The brunette took up position on the opposite side of Sam, who wrapped an arm around her.

"Wow." Carly exclaimed.

"Damn, Carls, that was hot." Sam replied.

"I think you girls might have broken me, I can't move." Freddie sighed and Sam laughed at him.

"Hey, you can't quit now, I need some more, Fredbuns, you know two's not enough for me." She grabbed at his now soft manhood. "How about you, Carly, you need another?"

"I'm with Freddie on this one, but I'll help you." She offered, running her hand toward Sam's pussy.

Nearly two hours later Sam had came several times and Carly was beginning to get worked up again. Freddie certainly couldn't hide the fact that he was enjoying himself watching his girlfriend and their best friend rub, finger and lick each other's most sensitive regions. Just as Carly had Sam at the edge for the fourth time, Freddie made his way up behind the brunette and rubbed his hardness at her folds.

"Mmmm, ready for some more, are we?" She cooed.

As Freddie made eye contact with Sam, she sent him a subliminal approval to again screw her friend. He was prepared and quickly tore open the condom, slipped it on and entered her. After what Carly thought would surely be Sam's final orgasm for the evening, she flipped onto her back, wanting him to enter her missionary style.

Despite just cumming, Sam had other ideas. "My turn." She announced, pushed Freddie backwards, tore off the rubber and mounted him. The two girls set about to kissing and fondling each other's breasts. She loved the feeling of him cumming inside her and knew that if she had that she would be satisfied. Sam rode Freddie until she was getting sore, hoping to finish him off, but his previous pops were slowing down his climax.

She rubbed herself again, hoping that her orgasm would lead to his and wound up cumming herself, while he was still rock hard and going strong. Uncharacteristic for Sam Puckett, she conceded that she had enough and dismounted her man. "OK, you win." She panted, "I just can't go anymore, Freddie."

"My turn again?" Carly asked with a giggle, still clearly worked up and rubbing at herself. In an instant the brunette was on her back and Freddie was ready to plow into her with a fresh sheath over his cock. This time, he wasn't so gentle as he was the first. In one fell swish, he pushed into her balls-deep, causing a hiss from the girl and making her tighten around him.

Sam ran a hand down to Carly's clit, which was so hard that it was protruding from her folds. Sam rubbed and stimulated the spot as Freddie rammed into her strong and deep. It took longer than Sam expected, but Carly was starting to buck her hips and pant when Freddie suddenly tensed up and left out a gutteral moan before stopping all movement.

The feeling of the heat from the semen on the other side of the latex barrier, the clit stimulation at the hands of her friend and the relentless fucking she had endured for the last twelve minutes sent Carly over the edge. Her juices ran out past him, soaking into her sheets, which were nearly ruined anyway. Freddie withdrew and flopped onto his side, this time a girl snuggled under each arm.

"We have got to do that again some time." Sam exclaimed.

"Mmmmm." Carly agreed, half asleep in her post-orgasmic bliss.

Freddie just lay there staring at the ceiling and used every last ounce of his strength to pull the girls closer before turning his neck and kissing Sam.

The three shared a nap and, just after daybreak, Carly got up for a shower. She returned to her bedroom to find her two friends snuggled together in all their post-coital glory, still naked as they minute they were born.

"Hey, you two, wake up. I need to change my sheets." She said playfully poking at Sam and then Freddie, picking up bed linens which had been discarded to the floor hours ago and shaking discarded clothing out of them.

Sam groaned from being roused at such an early hour but Freddie complied to the girl's wishes. He stood slowly and scooped Sam up into his arms. "How's about a shower, Princess?"

Sam simply moaned her approval and buried her head into his chest. The two went into Carly's bathroom and shut the door. Carly got dressed and dried her hair then took a minute to completely strip her bed and toss the well soiled and very pungent linens into a laundry basket.

"I'm going to throw my sheets in the washer, don't be too long in there, Spencer's liable to be home any time now." She warned at the bathroom door before taking the elevator to the laundry room. She returned to the apartment several minutes later. In the living room, she found her brother, lying on the couch, curled in a fetal ball. She gasped at the sight. 'Shit!' She said to herself.

"Um, Hey, Spence. How long have you been home?" She asked ever so innocently.

Spencer looked up at her with terror in his eyes almost like he had witnessed some kind of crime. "Since, um about two. M-Monica kicked me out b-because I was hogging her b-blankets." His voice trembled. "An-and she said I sn-snored."

'Two? Oh my God, that right about when we were . . .' She thought to herself. But before she say anything further to her brother, Sam and Freddie came down the stairs hand in hand. Sam was too busy giggling into Freddie's chest to notice the artist's presence.

"So, I see you can still walk, Carls." Sam cracked to her friend. "I was afraid Freddie was gonna split you in half there for a min . . . " she suddenly saw Spencer and froze.

"Aaaahhhhhhhh!" The older man jumped up from the couch and ran toward his room, slamming the door tight.

"Now!" Sam said with a smirk.

"Now what?" Carly asked, wondering how she was ever going to be able to look her brother in the eye again.

" _Now_ he's scarred for life." Sam laughed.

 **Just wanted to end this on a funny note and what could be funnier than Spencer overhearing their action? This is the longest one shot I've ever written, hope it was worth the long read. In a week or so, I'll be starting a multi-chap which won't be so adult themed.**


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